Common use of R&W Policy Clause in Contracts

R&W Policy. Purchaser and its Affiliates shall not amend, waive or otherwise modify the Purchaser R&W Insurance Policy, in any manner that would allow the insurer thereunder or any other Person to subrogate or otherwise make or bring any Proceeding against Seller or any Affiliate of Seller or any past, present or future director, manager, officer, employee or advisor of any of the foregoing based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Nn Inc)

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R&W Policy. Purchaser and its Affiliates shall Buyer will not amend, waive or otherwise modify any provision of the Purchaser R&W Insurance Policy, Policy in any manner that would allow the insurer thereunder or any other Person to subrogate or otherwise make or bring any Proceeding action or proceedings against Seller or any Affiliate of Seller thereof or any past, present or future director, manager, officer, employee or advisor of any of the foregoing based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, except in the case of actual fraud or willful misconduct.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Laureate Education, Inc.)

R&W Policy. Purchaser Buyer and its Affiliates shall will not amend, waive or otherwise modify the Purchaser R&W Insurance Policy, Policy in any manner that would allow the insurer thereunder or any other Person to subrogate or otherwise make or bring any Proceeding action against Seller or any Affiliate of Seller its successors or any past, present or future director, manager, officer, employee or advisor of any of the foregoing based upon, assigns arising out of, or related to to, this Agreement, or the negotiation, execution or performance of this Agreement.

Appears in 1 contract

Samples: Share and Asset Purchase Agreement (Luminex Corp)

R&W Policy. Purchaser Buyer and its Affiliates shall not amend, waive or otherwise modify the Purchaser R&W Insurance Policy, Policy in any manner that would allow the insurer thereunder or any other Person to subrogate or otherwise make or bring any Proceeding claim or Suit against Seller or any Affiliate of Seller its Affiliates or any past, present or future director, manager, officer, employee or advisor of any of the foregoing based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, other than in the case of Fraud.

Appears in 1 contract

Samples: Unit Purchase Agreement (Oxford Industries Inc)

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R&W Policy. (a) Purchaser and its Affiliates shall not amend, waive or otherwise modify the Purchaser R&W Insurance Policy, Policy in any manner adverse to Seller, including any amendment that would allow the insurer insurer(s) thereunder or any other Person to subrogate or otherwise make or bring any claim or Proceeding against Seller or any Affiliate of Seller or any past, present or future director, manager, officer, employee or advisor of any of the foregoing based upon, arising out of, or related to this Agreement, Agreement or the negotiation, execution or performance of this Agreement.

Appears in 1 contract

Samples: LLC Purchase Agreement (Aptevo Therapeutics Inc.)

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